(c) This Lease Extension and Amendment Agreement have been duly authorized,
executed and delivered by Lessee and constitute the legal, valid and binding
obligations of Lessee enforceable in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium
or other similar laws affecting creditors' rights generally and subject to
principles of equity;

 (d) The execution and delivery by Lessee of this Lease Extension and
Amendment Agreement will not conflict with or result in any breach of,
constitute any default under, or result in the creation of any lien, charge or
encumbrance pursuant to, any applicable law, any term or provision of Lessee's
articles of incorporation or by-laws or any judgment, order, writ, injunction,
or decree of any court, comission, board or Governmental Entity, or contravene
any indenture, mortgage, credit agreement, lease, license, contract or other
agreement to which Lessee is a party or by which it is bound;

 (e) All consents or approvals required of Lessee by any Governmental Entity
or other Person in connection with the execution and delivery of this Lease
Extension and Amendment Agreement and the consummation by Lessee of the
transactions contemplated hereby and thereby have been duly obtained or waived;
and except for the filing of this Amendment with the DAC, no other filings,
recording, notarizations or other actions are necessary or advisable under the
laws of Panama in order to ensure the validity, effectiveness and enforceability
of the Lease as amended hereby;

 (f) There are no pending or threatened actions or proceedings before any
court or administrative agency or other matters which might materially adversely
affect the ability of Lessee to perform its obligations under this Lease
Extension and Amendment Agreement; and